Vapor Group, Inc. ( VPOR
) and Mining Power Group, Inc., , and a not yet publicly trading company, Simple Cork, Inc. (collectively, the "Companies", or individually, a "Company"), jointly announced today that they had reached a settlement and resolution pertaining to that certain Asset Purchase Agreement, dated January 31, 2018, (the "Asset Purchase Agreement") by and between the Companies and announced on February 13, 2018, wherein RCGR had agreed to purchase the intellectual property assets of Simple Cork, Inc. ("SCI"), a wholly-owned subsidiary of VPOR which assets were independently appraised at a fair value of $12,440,000.
Yaniv Nahon, the president of VPOR, stated, "Our primary mission was to make this as fair as possible and as beneficial as possible to the shareholders of each Company. We felt that the best way to accomplish this was through an initial public offering by Simple Cork, Inc., accompanied by a dividend of the shares of Simple Cork, Inc., pro rata, to the shareholders of each of Mining Power Group, Inc. and Vapor Group, Inc. ( VPOR ) In order to provide further benefits to such shareholders and enable them to avoid dilution, they will be entitled to rights to purchase additional shares at a discount to the contemplated market price of the Simple Cork, Inc. stock."
The Asset Purchase Agreement in its entirety is rescinded ab initio. Instead, a share dividend of common stock of SCI, which is being spun-off pursuant to the provisions of a Tier 2 Regulation A filing with the Securities and Exchange Commission not later than by Friday, September 14, 2018, which date has been set as the ex-dividend date or the issuance date for shareholders of record of either Company. In other words, all such shareholders as of September 14, 2018, shall receive shares of SCI based on their shareholdings of Mining Power Group, Inc. and of Vapor Group, Inc. ( VPOR
) The ratio of the quantity of shares of SCI to be issued per shares held of either of the other Companies will be announced at a later date.
In addition, each shareholder of each Company shall receive rights to acquire additional shares of SCI as the spun-off company at a 50% discount to the IPO price as set in the Reg A+ filing for new shareholders. The new SCI shareholders, not shareholders of Mining Power Group, Inc. and of Vapor Group, Inc. ( VPOR ), shall not be entitled to such rights. Instead, they will have to pay the full IPO price.
The result is that neither Mining Power Group, Inc. or Vapor Group, Inc. ( VPOR
) will own the intellectual property assets of SCI. Instead, SCI, as a separate public entity, will own such intellectual property rights and SCI will in turn be owned, separately, by the shareholders of SCI. SCI shall separately assume responsibility for the development of "Simple Cork™" a new, multi-nationally patented combination wine bottle cork/opener (Simple Cork - Just another WordPress site ), which represents a faster and easier way to get a cork out of a bottle of wine without the use of a corkscrew.
Disclosure: I am/we are long VPOR.
Additional disclosure: I OWN 4,000,000 SHARES VPOR